Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
July 16, 2000
MACDERMID, INCORPORATED
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9 1/8% SENIOR SUBORDINATED NOTES DUE 2011
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FORM S-4 REGISTRATION STATEMENT
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Ladies and Gentlemen:
We have acted as counsel for MacDermid, Incorporated, a
Connecticut corporation (the "Company"), in connection with the filing by the
Company with the Securities and Exchange Commission (the "Commission") of a
registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), relating to the proposed issuance and
exchange of up to $301,500,000 aggregate principal amount of the Company's
outstanding 9 1/8% Senior Subordinated Notes due 2011 (the "Old Notes") for a
like principal amount of the Company's 9 1/8% Senior Subordinated Notes due 2011
(the "New Notes"). The New Notes are to be issued pursuant to the indenture
dated as of June 20, 2001 (the "Indenture"), among the Company, the Company's
subsidiaries listed on Schedule I thereto (the "Guarantors") and The Bank of New
York, as trustee (the "Trustee").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Indenture.
Based on the foregoing, we are of opinion as follows:
1. The Indenture has been duly authorized, executed and
delivered by each of the Guarantors listed on Schedule A hereto (the "Delaware
Guarantors"). Assuming due authorization, execution and delivery thereof by the
parties
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thereto (other than the Delaware Guarantors), the Indenture constitutes a legal,
valid and binding obligation of the Company and each Guarantor, enforceable
against the Company and each Guarantor in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
such enforceability is considered in a proceeding in equity or at law).
2. The New Notes, when executed, issued and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Old Notes, will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws affecting creditors' rights generally from time to time in effect and
subject, as to enforceability, to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law).
In expressing the opinion set forth in this paragraph 2, we have assumed, with
your consent, that the form of the New Notes will conform to that included in
the Indenture.
3. The guarantee to be endorsed on the New Notes by each
Delaware Guarantor has been duly authorized by such Delaware Guarantor. When the
New Notes have been executed, issued and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Old Notes, the
guarantees to be endorsed on the New Notes will constitute legal, valid and
binding obligations of the guarantors thereof, enforceable against each such
guarantor in accordance with their terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws affecting creditors' rights generally from time to time in effect and
subject, as to enforceability, to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law).
In expressing the opinion set forth in this paragraph 3, we have assumed, with
your consent, that the form of the guarantee to be endorsed on each New Note
will conform to that included in the Indenture, and that the New Notes and the
guarantees endorsed thereon have also been duly authorized by the Company and
the Guarantors (other than the Delaware Guarantors).
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We hereby consent to the filing of this opinion with the
Commission as exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
We are admitted to practice in the State of New York and we do
not express any opinion with respect to matters governed by any laws other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
Very truly yours,
/s/ CRAVATH, SWAINE & MOORE
MacDermid, Incorporated
245 Freight Street
Waterbury, CT 06702
SCHEDULE A
DELAWARE GUARANTORS
MacDermid Tower, Inc.
MacDermid Tartan, Inc.
MacDermid Acumen, Inc.
MacDermid South Atlantic, Incorporated
MacDermid Overseas Asia Limited
MacDermid Europe, Incorporated
MacDermid Delaware, Incorporated
MacDermid Investment Corp.
MacDermid South America Incorporated
Echo International, Inc.
W. Canning Inc.
W. Canning USA, LLC
Canning Gumm, LLC
MacDermid-PTI, Inc.
MacDermid Graphic Arts, Inc.
Axcyl Inc.
Supratech Systems Inc.
MacDermid Colorspan, Inc.